A Mexican study investigated the relationship between foreign language learning motivation, anxiety, and learning strategies of beginning-level university English-as-a-Foreign-Language (EFL) students who are at risk of failing the EFL class only. Subjects were 68 students identified as having serious problems with listening comprehension and having previous academic problems in their English courses, and who subsequently attended 16 learning strategy training sessions. At the beginning and end of the course, they completed listening comprehension tests and questionnaires concerning their motivation to learn English, amount of communication anxiety they experienced in the classroom, and listening strategies they used. Pre- and post-treatment data were compared to those of a control group of proficient students. Results indicate that the motivation scores were similar before and after treatment and in the proficient group, although the treatment group did improve in attitude. Even though the at-risk learners' scores were consistently lower than those of the proficient students, the at-risk group made significant improvement in their scores between the pre- and post-listening comprehension test while the proficient EFL learners who had not attended the strategy sessions showed no significant differences. Contains 11 references. (MSE)